Bennett J Goodman Form 3/A Sanchez Energy / J Albert Smith III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GSO Capital Solutions Associates II (Delaware) LLC

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
Sanchez Energy Corp [ SN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	531,847	I	See Footnotes⁽¹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	480,874	I	See Footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	93,389	I	See Footnotes⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	35,635	I	See Footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	37,214	I	See Footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	35,340	I	See Footnotes⁽⁶⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	71,276	I	See Footnotes⁽⁷⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	41,855	I	See Footnotes⁽⁸⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	6,291	I	See Footnotes⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	621,279	I	See Footnotes⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

GSO Capital Solutions Associates II (Delaware) LLC

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Capital Solutions Associates II (Cayman) Ltd.

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Goodman Bennett J

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Smith J Albert III

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities held directly by GSO Capital Opportunities Fund III LP. GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP.

2. Reflects securities held directly by GSO Energy Select Opportunities Fund LP. GSO Energy Select Opportunities Associates LLC is the general partner of GSO Energy Select Opportunities Fund LP.

3. Reflects securities held directly by GSO Energy Partners-A LP. GSO Energy Partners-A Associates LLC is the general partner of GSO Energy Partners-A LP.

4. Reflects securities held directly by GSO Energy Partners-B LP. GSO Energy Partners-B Associates LLC is the general partner of GSO Energy Partners-B LP.

5. Reflects securities held directly by GSO Energy Partners-C LP. GSO Energy Partners-C Associates LLC is the general partner of GSO Energy Partners-C LP.

6. Reflects securities held directly by GSO Energy Partners-C II LP. GSO Energy Partners-C Associates II LLC is the general partner of GSO Energy Partners-C II LP.

7. Reflects securities held directly by GSO Energy Partners-D LP. GSO Energy Partners-D Associates LLC is the general partner of GSO Energy Partners-D LP.

8. Reflects securities held directly by GSO Credit Alpha Trading (Cayman) LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Trading (Cayman) LP.

9. Reflects securities held directly by GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P.

10. Reflects securities held directly by GSO Capital Solutions Fund II LP. GSO Capital Solutions Associates II LP is the general partner of GSO Capital Solutions Fund II LP. The general partners of GSO Capital Solutions Associates II LP are GSO Capital Solutions Associates II (Delaware) LLC and GSO Capital Solutions Associates II (Cayman) Ltd.

11. GSO Holdings I L.L.C. is the managing member of each of GSO Capital Opportunities Associates III LLC, GSO Energy Select Opportunities Associates LLC, GSO Energy Partners-A Associates LLC, GSO Energy Partners-B Associates LLC, GSO Energy Partners-C Associates LLC, GSO Energy Partners-C Associates II LLC, GSO Energy Partners-D Associates LLC, GSO Credit Alpha Associates LLC, GSO Harrington Credit Alpha Associates L.L.C. and GSO Capital Solutions Associates II (Delaware) LLC, and a shareholder of GSO Capital Solutions Associates II (Cayman) Ltd. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by the direct holders identified in footnotes 1 through 10 above (collectively, the "GSO Funds"). Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P.

12. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.

13. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3/A.

14. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

15. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

This Amendment is being filed to correct the number of shares of Issuer common stock reported by the GSO Funds on the original Form 3 filed by the Reporting Persons on March 13, 2017 (the "Original Form 3"). The Original Form 3 inadvertently excluded certain shares held by the GSO Funds. There were no other changes to the Original Form 3 filed by the Reporting Persons, including to the number of warrants reported by the Reporting Persons on Table II of the Original Form 3.

	GSO Capital Solutions Associates II (Delaware) LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	06/09/2017
	GSO Capital Solutions Associates II (Cayman) Ltd., By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	06/09/2017
	Bennett J. Goodman, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact	06/09/2017
	J. Albert Smith III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact	06/09/2017
	** Signature of Reporting Person	Date
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Bennett J Goodman Form 3/ASanchez Energy / J Albert Smith III ownership change